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Directors Resign From Affiliated After a Review

Affiliated Computer Services said its independent directors had resigned, less than a month after they accused the chairman, Darwin Deason, of bullying them over a failed takeover bid.

The five directors said Nov. 1 that they planned to resign after reviewing their successors. Yesterday they said they had “no reason” to think the new directors were not independent, Affiliated, based in Dallas, said in a statement.

The directors announced plans to quit a day after Cerberus Capital Management and Mr. Deason dropped their $6.2 billion bid for Affiliated and said the deal probably would have gone through had directors brought it to a vote. The independent board members shifted the blame to Mr. Deason, saying he had thwarted their attempts to find higher offers.

The directors filed a complaint in Chancery Court of Delaware seeking a declaration that they had not breached fiduciary duties in how they handled the offer. They have now agreed to dismiss the lawsuit, Affiliated said yesterday in a separate statement.

Affiliated replaced the independent directors with four nominees Mr. Deason recommended on Nov. 1. No shareholders suggested any alternatives, Affiliated said. John H. Rexford, the company’s executive vice president, also resigned from the board.

A company spokesman, Kevin Lightfoot, declined to comment beyond the statement.

A version of this article appears in print on , on page C2 of the New York edition with the headline: Directors Resign From Affiliated After a Review. Order Reprints|Today's Paper|Subscribe